RESTRICTED STOCK AGREEMENT



 





EXHIBIT 10.6




ANDREW M. WELLER

RESTRICTED STOCK AGREEMENT




     This Restricted Stock Agreement (the “Agreement”) is entered into as of
August 2, 2004 (the “Grant Date”) by and between Transportation Technologies
Industries, Inc., a Delaware corporation (the “Company”) and Andrew M. Weller
(the “Grantee”).



     WHEREAS, to provide long-term incentive to the Grantee as an executive of
the Company, the Company desires to grant to the Grantee restricted shares
(“Restricted Stock”) of Common Stock, par value $.01 per share (“Common
Stock”), of the Company, upon the terms and subject to the conditions
hereinafter contained;



     WHEREAS, the Restricted Stock is being issued pursuant to the Company’s
2004 Long-Term Incentive and Share Award Plan and shall be subject to all of
the terms and conditions set forth therein; and


     WHEREAS,
this Agreement and the grant of the Restricted Stock hereunder shall
only be effective upon the consummation of the Company’s initial
public offering of its common stock.


     1. NUMBER OF SHARES. The Grantee is hereby granted approximately 12,500
shares of Restricted Stock and, subject to the restrictions set forth herein,
shall possess all incidents of ownership of such Restricted Stock, including
the right to receive dividends on such stock and the right to vote such stock.



     2. RESTRICTIONS. Restricted Stock and any interest therein may not be
sold, assigned, transferred, pledged, hypothecated or otherwise disposed of,
except by will or the laws of descent, prior to the lapse of such restriction.
Such restriction shall lapse with respect to one-third of the shares of
Restricted Stock on each of the first, second and third anniversaries of the
Grant Date if the Grantee has been continuously employed with the Company since
the Grant Date, provided that such restriction shall lapse with respect to all
shares of Restricted Stock subject to such restriction upon the occurrence of
any of the following: (1) a Change in Control (as defined herein), (2) the
Grantee’s death or Disability (as defined herein) or (3) Grantee’s employment
with the Company is terminated by the Company without Cause (as defined
herein). In the event that the restriction set forth above has not lapsed with
respect to any shares of Restricted Stock and the Grantee’s employment with the
Company is terminated either by voluntary resignation by the Grantee without
Good Reason (as defined herein) or by the Company for Cause, then all shares of
Restricted Stock subject to such restriction at the Date of Termination (as
defined herein) shall be forfeited by the Grantee. Notwithstanding the
foregoing, any of the foregoing restrictions may be waived by the Company at
any time as provided in Section 8 hereof.



     3. CERTAIN DEFINITIONS. For purposes of this Agreement, “Cause,” “Change
in Control,” “Date of Termination,” “Disability,” and “Good Reason” shall have
their respective meanings set forth in Grantee’s Employment Agreement with the
Company, dated as of August ___, 2004.



     4. CERTIFICATE; RESTRICTIVE LEGEND. The Grantee agrees that any
certificate issued for Restricted Stock prior to the lapse of the restrictions
set forth herein shall be inscribed with the following legend in addition to
any legend required by securities laws:




	 	 	 	This certificate and the shares of stock represented hereby are
subject to the terms and conditions, including restrictions
against transfer (the “Restrictions”), contained in the agreement
entered into between the registered owner and the Company (the
“Agreement”). Any attempt to dispose of these shares in
contravention of the Restrictions, including by way of sale,
assignment, transfer, pledge, hypothecation or otherwise, shall be
null and void and without effect.
	 



 









 









     Upon the lapse of restrictions relating to the Restricted Stock, the
Company shall issue to the Grantee or the Grantee’s personal representative a
stock certificate representing the Restricted Stock, free of the restrictive
legend described in this Section 4 hereof, in exchange for the existing
certificate for the Restricted Stock.



     Restricted Stock forfeited pursuant to this Agreement shall be transferred
to, and reacquired by, the Company without payment of any consideration by the
Company, and neither the Grantee nor any of the Grantee’s successors, heirs,
assigns or personal representatives shall thereafter have any further rights or
interests in such shares or certificates. If certificates containing
restrictive legends shall have theretofore been delivered to the Grantee or the
Grantee’s personal representative, such certificates shall be returned to the
Company, complete with any necessary signatures or instruments of transfer.



     5. TAXES. The Grantee shall be responsible for all taxes required to be
paid under applicable tax laws with respect to the Restricted Stock.



     6. ENTIRE AGREEMENT. This Agreement contains all the understandings
between the parties hereto pertaining to the matters referred to herein, and
supersedes all undertakings and agreements, whether oral or in writing,
previously entered into by them with respect thereto. The Grantee represents
that, in executing this Agreement, he does not rely and has not relied upon any
representation or statement not set forth herein made by the Company with
regard to the subject matter, bases or effect of this Agreement or otherwise.



     7. AMENDMENT OR MODIFICATION, WAIVER. No provision of this Agreement may
be amended or waived unless such amendment or waiver is agreed to in writing,
and is signed by both the Grantee and a duly authorized officer of the Company.
No waiver by any party hereto of any breach by another party hereto of any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of a similar or dissimilar condition or provision at
the same time, any prior time or any subsequent time.



     8. NOTICES. Any notice to be given hereunder shall be in writing and
shall be deemed given hereunder when delivered personally, sent by courier or
telecopy or registered or certified mail, postage prepaid, return receipt
requested, addressed to the party concerned at the address indicated below or
to such other address as such party may subsequently give notice of hereunder
in writing:



     To Grantee at:


Andrew M. Weller

c/o Transportation Technologies Industries, Inc.

980 North Michigan Avenue

Suite 1000

Chicago, IL 60611



     To the Company at:


Transportation Technologies Industries, Inc.

980 North Michigan Ave.

Suite 1000

Chicago, IL 60611

Attention: Secretary



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     Any notice delivered personally or by courier under this Section 8 shall
be deemed given on the date delivered and any notice sent by telecopy or
registered or certified mail, postage prepaid, return receipt requested, shall
be deemed given on the date telecopied or mailed.



     9. SEVERABILITY. If any provision of this Agreement or the application of
any such provision to any party or circumstances shall be determined by any
court of competent jurisdiction to be invalid and unenforceable to any extent,
the remainder of this Agreement or the application of such provision to such
person or circumstances other than those to which it is so determined to be
invalid and unenforceable, shall not be affected thereby, and each provision
hereof shall be validated and shall be enforced to the fullest extent permitted
by law.



     10. GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of Delaware, without regard to its
conflicts of laws principles.



     11. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.



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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year set forth above.


	 	 	 	 	 
	 	TRANSPORTATION TECHNOLOGIES INDUSTRIES,

INC.

 	 
	 	By:  	/s/ Kenneth M. Tallering	 
	 	Name:	Kenneth M. Tallering	 
	                                                       
	 	Title:	Vice President and Secretary	 
	                                                        
	 
	 	 	 
	 	 	/s/ Andrew M. Weller
 	 
	 	 	Andrew M. Weller
 	 
	 	 	 
	 





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